The Cabinet of Curiosities: Strange Things in the Exchange Act

While intended to regulate officers, directors and 10
percent shareholders, Section 16 requirements can also unexpectedly impact
smaller shareholders, Belt said, thanks to the way beneficial ownership is
calculated under Rule 13d-3.

She also offered insights on the Williams Act and how it
relates to structured secondary transactions which occur when pre-IPO shares
are exchanged and liquidity is afforded to stockholders before the company goes
public.

Belt pointed out that these rules do not apply only to
public companies. Some fairly common private company transactions may involve
tender offers, she said, and if they do, those deals will have to comply with
important provisions of the tender offer rules.